SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Myecheck, Inc. – ‘10-12G/A’ on 5/21/15 – EX-10.24

On:  Thursday, 5/21/15, at 6:03am ET   ·   Accession #:  1144204-15-32740   ·   File #:  0-55296

Previous ‘10-12G’:  ‘10-12G’ on 4/8/15   ·   Next:  ‘10-12G’ on 8/13/15   ·   Latest:  ‘10-12G/A’ on 9/24/15

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/21/15  Myecheck, Inc.                    10-12G/A              36:4.2M                                   Vintage/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G/A    Amendment to Registration of Securities (General    HTML    551K 
                          Form)                                                  
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     83K 
                          Liquidation or Succession                              
 3: EX-3.1(I)   Articles of Incorporation/Organization or By-Laws   HTML     16K 
 4: EX-3.1(II)  Articles of Incorporation/Organization or By-Laws   HTML     27K 
 5: EX-10.1     Material Contract                                   HTML    110K 
14: EX-10.10    Material Contract                                   HTML     62K 
15: EX-10.11    Material Contract                                   HTML     64K 
16: EX-10.12    Material Contract                                   HTML     33K 
17: EX-10.13    Material Contract                                   HTML     70K 
18: EX-10.14    Material Contract                                   HTML    193K 
19: EX-10.15    Material Contract                                   HTML     42K 
20: EX-10.16    Material Contract                                   HTML    191K 
21: EX-10.17    Material Contract                                   HTML     36K 
22: EX-10.18    Material Contract                                   HTML     57K 
23: EX-10.19    Material Contract                                   HTML     28K 
 6: EX-10.2     Material Contract                                   HTML    110K 
24: EX-10.20    Material Contract                                   HTML     12K 
25: EX-10.21    Material Contract                                   HTML     76K 
26: EX-10.22    Material Contract                                   HTML     39K 
27: EX-10.23    Material Contract                                   HTML     72K 
28: EX-10.24    Material Contract                                   HTML    272K 
29: EX-10.25    Material Contract                                   HTML     36K 
30: EX-10.26    Material Contract                                   HTML    126K 
31: EX-10.27    Material Contract                                   HTML     19K 
32: EX-10.28    Material Contract                                   HTML     15K 
 7: EX-10.3     Material Contract                                   HTML     49K 
 8: EX-10.4     Material Contract                                   HTML    112K 
 9: EX-10.5     Material Contract                                   HTML    122K 
10: EX-10.6     Material Contract                                   HTML     47K 
11: EX-10.7     Material Contract                                   HTML     36K 
12: EX-10.8     Material Contract                                   HTML     96K 
13: EX-10.9     Material Contract                                   HTML     99K 
33: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     15K 
34: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     15K 
35: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)  HTML     12K 
36: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)  HTML     13K 

Exhibit 10.24

SHARE PURCHASE AGREEMENT

by and among

MyECheck, Inc.,
a Wyoming corporation, and

Seergate Ltd.
an Israeli corporation

Dated as of May 5, 2015

Table of Contents

Table of Contents

(continued)

Table of Contents

(continued)

EXHIBITS, AND SCHEDULES

Exhibits

Schedules

2.1 (k) List of Contracts

3.1 List of Jurisdictions

3.3 (b) Outstanding Pre-emptive Rights

3.10 Company Indebtedness

3.11 Material Contracts

3.12 (a) Patents

3.12 (f) Persons Having Rights in IP

3.12 (j) Royalty Payments

3.12 (k) Proprietary Information Agreement

3.13 (a) Employee Manuals and Handbooks

3.13 (b) Bonus Payments

3.14 (a) Government Approvals

3.19 Insurance Policies

3.20 (a) Owned Property

3.20 (b) Leased Property

3.22 (a) Largest Customers

3.22 (b) Largest Sole Suppliers

3.23 Bank Accounts

3.24 Company Transaction Expenses

6.1 Conduct of Business Prior to Closing

6.14 Certain Employee Matters

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 5th day of May, 2015, by and between MyECheck, Inc., a Wyoming corporation (the “Purchaser”), whose principal offices are located at 2600 East Bidwell, Suite 140, Folsom, CA 95630 and Seergate Ltd., a company organized under the laws of Israel (the “Seller”), whose principal offices are at 34 Jerusalem Rd., Ra’anana 43000, Israel, each a “Party” and together the “Parties.” Certain capitalized terms used in this Agreement are defined on Exhibit A hereto.

RECITALS

WHEREAS, the Seller and its U.S. subsidiary Seergate Inc., (the “Companies”, and each a “Company”) have collectively developed and commercialized a valuable technology (the “Business”); and

WHEREAS, the Seller owns all of the shares of the issued and outstanding share capital of each of the Companies (the “Company Shares,” as defined in Section 3.3). The Company Shares evidence all of the ownership rights to, and equity interests in, both of the Companies. The Parties hereto desire to enter into this Agreement pursuant to which Purchaser will acquire the Company Shares from the Seller upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants and promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

ARTICLE I

Purchase and sale of the shares

1

Without derogating from the foregoing, no tax withholding or reduced tax withholding under Israeli law shall be made by the Payor from any amounts payable pursuant to this Agreement, to the extent that the Seller provided the Payor with a valid certificate of exemption from tax withholding or a determination applying a reduced withholding tax rate issued by the Israel Tax Authority with respect to such payments prior to the time such payments are due to be made.

ARTICLE II

CLOSING DELIVERIES

ARTICLE III

REPRESENTATIONS AND WARRANTIES REGARDING the Companies

The Seller represent and warrants to Purchaser that the statements contained in this Article III are correct and complete in accordance with their terms as of the date of this Agreement and will be correct and complete in accordance with their terms as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III except to the extent such representations and warranties expressly speak as of an earlier date), except as specifically set forth in the disclosure schedule delivered by Seller to Purchaser on the date hereof (the “Seller’s Disclosure Schedule”). Nothing in the Seller’s Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the applicable representation or warranty contains an appropriate reference to Seller’s Disclosure Schedule and the Seller’s Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail, provided, however, that disclosure of an exception in the Seller’s ' Disclosure Schedule with respect to any specific representation or warranty of the Companies contained in this Agreement shall also be deemed adequate to disclose an exception to any other representations and warranties (or covenants, as applicable) of the Companies that are set forth in this Agreement regardless of whether a specific cross reference to such other representations and warranties is included to the extent that it is reasonably apparent, based on the description of a particular exception to a specified section of this Agreement, that such particular exception would also constitute an exception to another representation and warranty of the Companies contained in this Agreement. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty pertains to the existence of the document or other item itself). The Seller’s Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article III. [The list of representations and warranties listed in this Article III may be revised after diligence review by the Purchaser.]

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
REGARDING SELLER AND THE COMPANY SHARES

The Seller, severally and not jointly, represents and warrants to Purchaser that the statements contained in this Article IV are correct and complete in accordance with their terms as of the date of this Agreement and will be correct and complete in accordance with their terms as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV except to the extent such representations and warranties expressly speak as of an earlier date).

ARTICLE V

REPRESENTATIONS AND WARRANTIES regarding PURCHASER AND THE PURCHASER SHARES

Purchaser represents and warrants to the Seller that the statements contained in this Article V are correct and complete in accordance with their terms as of the date of this Agreement and will be correct and complete in accordance with their terms as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V except to the extent such representations and warranties expressly speak as of an earlier date), except as specifically set forth in the disclosure schedule delivered by Purchaser to the Seller on the date hereof (the “Purchaser’s Disclosure Schedule”). Nothing in the Purchaser’s Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the applicable representation or warranty contains an appropriate reference to Purchaser’s Disclosure Schedule and the Purchaser’s Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail, provided, however, that disclosure of an exception in the Purchaser's Disclosure Schedule with respect to any specific representation or warranty of the Purchaser contained in this Agreement shall also be deemed adequate to disclose an exception to any other representations and warranties (or covenants, as applicable) of the Purchaser that are set forth in this Agreement regardless of whether a specific cross reference to such other representations and warranties is included to the extent that it is reasonably apparent, based on the description of a particular exception to a specified section of this Agreement, that such particular exception would also constitute an exception to another representation and warranty of the Purchaser contained in this Agreement. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty pertains to the existence of the document or other item itself). The Purchaser’s Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article V.

ARTICLE VI

PRE-CLOSING COVENANTS

ARTICLE VII

CONDITIONS TO CLOSING

ARTICLE VIII

TERMINATION

ARTICLE IX

INDEMNIFICATION

ARTICLE X

MISCELLANEOUS PROVISIONS

[Signatures Follow On a Separate Page]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by their respective officers thereunto duly authorized all as of the date first written above.

EXHIBIT A

CERTAIN DEFINITIONS

“Accounts Payable” shall mean and include all accounts payable and other amounts owed to trade creditors of either Company.

“Accounts Receivable” shall mean and include all accounts receivable, notes receivable and other monies due to either Company for sales and deliveries of goods, performance of services and other transactions (whether or not on the books of the Companies).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

“Agreement” shall mean the Stock Purchase Agreement to which this Exhibit A is attached (including the Seller’s Disclosure Schedule and all other schedules and exhibits attached hereto), as it may be amended from time to time.

“Asserted Liability” shall have the meaning specified in Section 9.3(a).

“Business” shall have the meaning set forth in the first Recital.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and savings and loan institutions are authorized or required by law to be closed.

“Claims Notice” shall have the meaning set forth in Section 9.3(a).

“Closing” shall have the meaning specified in Section 1.2(a).

“Closing Balance Sheet” shall have the meaning specified in Section 1.5(b).

“Closing Balance Sheet Dispute Notice” shall have the meaning specified in Section 1.5(c).

“Closing Date” shall have the meaning specified in Section 1.2(a).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company” shall mean either of Seergate Ltd. or Seergate Inc., and “Companies” shall mean both of them.

“Company IP Assets” shall mean all Intellectual Property Rights and Technology that either Company owns or has a license to, excluding licenses from customers that only allow such Company to manufacture and supply to such customers.

“Company Option” shall mean options to purchase shares of either Company’s capital stock.

“Company Products” shall mean all products and services manufactured, made, designed, maintained, supported, developed, sold, licensed, marketed, or otherwise distributed or provided by or for either Company or the Companies collectively (including all versions and releases thereof, whether already distributed or provided, under development, planned or conceived, or otherwise), together with any related materials, information or data, including, without limitation, the names, numbers (e.g., part numbers) and packaging associated with such products and services.

“Company Shares” shall have the meaning specified in Section 3.3(a).

“Company Transaction Expenses” shall have the meaning specified in Section 3.24.

“Confidential Information” shall mean all Trade Secrets and other confidential and/or proprietary information of a Person, including information derived from reports, investigations, research, work in progress, codes, marketing and sales programs, manufacturing processes, financial projections, cost summaries, pricing formula, contract analyses, financial information, projections, confidential filings with any state or federal agency, and all other confidential concepts, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of such Person by its employees, officers, directors, agents, Representatives, or consultants.

“Competing Party” shall have the meaning specified in Section 6.3.

“Competing Transaction” shall have the meaning specified in Section 6.3.

“Consent” shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Approval).

“Contest Notice” shall have the meaning specified in Section 9.3(b).

“Contract” shall mean any agreement, contract, consensual obligation, promise, understanding, arrangement, commitment or undertaking of any nature (whether written or oral and whether express or implied), whether or not legally binding.

“Damages” shall have the meaning specified in Section 9.2(a).

“Disclosing Party” shall have the meaning specified in Section 6.8(b).

“Encumbrance” shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equity, trust, equitable interest, claim, preference, right of possession, lease, tenancy, license, encroachment, covenant, infringement, interference, Order, proxy, option, right of first refusal, preemptive right, community property interest, legend, defect, impediment, exception, reservation, limitation, impairment, imperfection of title, condition or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Entity” shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust or company (including any limited liability company or joint stock company).

“Estimated Net Working Capital” shall have the meaning specified in Section 1.5(a).

“Estimated Net Working Capital Adjustment Amount” shall have the meaning specified in Section 1.5(a).

“Final Resolution Date” shall have the meaning specified in Section 1.5(b).

“Financial Statements” shall have the meaning specified in Section 3.6(a).

“GAAP” means U.S. generally accepted accounting principles in effect on the date on which they are to be applied pursuant to this Agreement, applied consistently throughout the relevant periods.

“Governmental Approval” shall mean any: (a) permit, license, certificate, concession, approval, consent, ratification, permission, clearance, confirmation, exemption, waiver, franchise, certification, designation, rating, registration, variance, qualification, accreditation or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Authority.

“Governmental Authority” shall mean any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); (d) multinational organization or body; or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

“Gross Purchase Price” shall have the meaning specified in Section 1.3(a).

“Indebtedness” means, with respect to any Person at any date, without duplication: (i) all obligations of such Person for borrowed money or in respect of loans or advances and other third-party financing parties; (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) all obligations of such Person that are not characterized as short term Liabilities under GAAP; (iv) all obligations in respect of letters of credit, whether or not drawn, and bankers’ acceptances or similar credit transactions, whether or not then due, issued for the account of such Person; (v) all capitalized lease obligations of such Person; (vi) all interest rate protection agreements of such Person (valued on a market quotation basis); (vii) all obligations of such Person secured by a contractual lien; (viii) all guarantees of such Person in connection with any of the foregoing; (ix) any debt-like obligation or financing-type arrangement in respect of the deferred purchase price of property or property received as of the Closing with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise; (x) all earn-out obligations of such Person; (xi) any accrued interest, prepayment premiums or penalties or other costs or expenses related to any of the foregoing; and (xii) all obligations of any other Person of the type referred to in clauses (i) through (xii) which are secured by any Encumbrance on any property or asses of such Person.

“Indemnified Party” shall have the meaning specified in Section 9.3(a).

“Indemnifying Party” shall have the meaning specified in Section 9.3(a).

“Independent Accounting Firm” shall have the meaning specified in Section 1.5(c).

“Insurance Policies” shall have the meaning specified in Section 3.19.

“Intellectual Property Licenses” shall mean (i) any grant to a Person of any right or authorization to use or practice or any covenant not to sue under or release from any claim of damages for infringement, unauthorized use or disclosure, or misappropriation of any Company IP Assets, and (ii) any grant to either Company of any right or authorization to use or practice or any covenant not to sue under or release from any claim of damages for infringement, unauthorized use or disclosure, or misappropriation of any Person’s Intellectual Property Rights or Technology which is necessary, useful, or otherwise related to the Business.

“Intellectual Property Rights” shall mean all right, title, and interest arising from or in respect of any of the following, whether protected, created or arising under the laws of the United States, Israel and any other jurisdiction: (i) all Patents, (ii) all Trademarks, (iii) all Copyrights, (iv) any Trade Secrets; and all rights, benefits, privileges, causes of action, and remedies relating to any of the foregoing, whether before or hereafter accrued, including the exclusive rights to apply for and maintain all registrations, renewals, and extensions, to sue for all past, present, and future infringements, unauthorized uses or disclosures, or misappropriations of any rights relating thereto, and to settle and retain proceeds from any such actions, and all contractual and other entitlements to royalties and other payments for the use or practice thereof.

“Interim Balance Sheet” shall have the meaning specified in Section 3.6(a).

“Interim Balance Sheet Date” shall have the meaning specified in Section 3.6(a).

“Investments” shall have the meaning specified in Section 3.23.

“Inventory” means all finished goods, work in process for the production of finished goods, raw materials and other materials and supplies to be used or consumed by the Companies in the production of its goods or the provision of services.

“IRS” means the Internal Revenue Service.

“ITU Application” shall mean any intent-to-use trademark application with respect to any Purchased IP Asset that is pending at any time between the date of the Agreement and the Closing.

“Key Employees” shall have the meaning specified in Section 6.14.

“Knowledge” or “knowledge” An individual shall be deemed to have “Knowledge” of a particular fact or other matter if: (i) such individual is actually aware of such fact or other matter or (ii) (except when Knowledge is stated to be “actual Knowledge”) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the truth or existence of such fact or other matter. The Companies shall be deemed to have “Knowledge” of a particular fact or other matter if any of Eldad Aharoni, Alicia Ismach, Israel Adir, or Doron Dovrat has actual knowledge of such fact or other matter after due and diligent inquiry.

“Leased Real Property” shall have the meaning specified in Section 3.20(b).

“Legal Requirement” shall mean any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, Order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Liability” shall mean any debt, obligation, duty, liability or Tax of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty, liability or Tax would be required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles and regardless of whether such debt, obligation, duty or liability is immediately due and payable.

“Material Adverse Effect” means with respect to Seller, the Companies, any event, change or effect that, when taken individually or together with all other adverse events, changes and effects, is or is reasonably likely (a) to be materially adverse to the condition (financial or otherwise), properties, assets, Liabilities, business, operations or results of operations of the Companies, or the Business or (b) to prevent or materially delay consummation of the Transaction or otherwise to prevent Seller or the Companies from performing their obligations under this Agreement or any of the Transaction Agreements; provided, however, that in determining whether a Material Adverse Effect has occurred or is reasonably likely to occur with respect to the Companies, there shall be excluded any effect on the Companies resulting from, or arising out of, any of the following (either alone or in combination): (i) general economic, business or political conditions (and changes thereto) or changes in, or conditions generally affecting, the Israeli, U.S. or international economy, the financial markets, or the industry in which any of the Companies operates; provided, however, that such changes or conditions do not have a materially disproportionate or unique effect on the Companies relative to other companies operating in the industry in which the Companies operate; (ii) any generally applicable changes in laws, rules or regulations, or in GAAP, or in the official interpretation of any of the foregoing by any Person other than the Company, provided, however, that such changes do not have a materially disproportionate or unique effect on the Companies relative to other companies operating in the industry in which the Companies operate; and (iii) any failure by the Companies to meet any projections, forecasts or estimates of its consolidated revenue, bookings or earnings, in and of itself (it being understood that any underlying cause(s) of any such failure may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect has occurred or, is reasonably likely to occur); (iv) any declaration of war by or against, or an escalation of hostilities involving, or an act of terrorism against, any country where the Companies or their major sources of supply have material operations or where it or they has sales; provided, however that such acts do not affect the Companies materially disproportionately as compared to other companies operating in the same industries or geographies as the Companies; or (v) any action taken by the Companies as required by this Agreement.

“Material Contracts” shall have the meaning specified in Section 3.11(a).

“Moral Rights” shall mean all moral, artist’s, personal author’s and paternity rights, including any right to claim authorship of a work or to attribution, right of integrity, respect for one’s work, or to object to any distortion or other modification of a work, right with respect to publication, withdrawal, retraction, or correction, or right to receive remuneration.

“Net Working Capital Adjustment” shall have the meaning specified in Section 1.5(d).

“Nondisclosing Party” shall have the meaning specified in Section 6.8(b).

“Order” shall mean any: (a) temporary, preliminary or permanent order, judgment, injunction, edict, decree, ruling, pronouncement, determination, decision, opinion, verdict, sentence, stipulation, subpoena, writ or award that is or has been issued, made, entered, rendered or otherwise put into effect by or under the authority of any court, administrative agency or other Governmental Authority or any arbitrator or arbitration panel; or (b) Contract with any Governmental Authority that is or has been entered into in connection with any Proceeding.

“Ordinary Course of Business” shall mean the ordinary and usual course of normal day-to-day operation of the Companies.

“Outside Closing Date” shall have meaning specified in Section 8.1(c).

“Owned Real Property” shall have the meaning specified in Section 3.20(a).

“Patents” shall mean all letters patent and rights accorded under patent law systems, utility models, or equivalent forms of protection for intellectual property, and applications therefor, including continuations, divisionals, continuations-in-part, reissues, reexaminations, substitutions, renewals, and extensions thereof, and patents issuing thereon.

“Permitted Indebtedness” shall have the meaning specified in Section 1.4(a).

“Permitted Indebtedness Amount” shall have the meaning specified in Section 1.4(a).

“Permitted Indebtedness Report” shall have the meaning specified in Section 1.4(a).

“Person” shall mean any individual, Entity or Governmental Authority.

“Personally Identifiable Information” shall mean any information that can be used to identify a specific individual as defined by applicable Legal Requirement in the relevant jurisdictions, such as the individual’s name, address, telephone number, fax number, email address, credit card or financial account number, medical information, or health insurance information.

“Preferred Financing” shall have the meaning specified in Section 1.3(b).

“Preliminary Closing Statement” shall have the meaning specified in Section 1.5(a).

“Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation that is, has been or may in the future be commenced, brought, conducted or heard at law or in equity or before any Governmental Authority or any arbitrator or arbitration panel.

“Prohibited Business” shall have the meaning specified in Section 6.14(a).

“Publicity Rights” shall mean any rights with respect to publicity, privacy, name, nickname, sobriquet, signature, likeness, photograph, voice, sound effect, identity, personality, biographical information or materials, endorsement, quotation, attribution, or the like.

“Purchase Price” shall have the meaning specified in Section 1.3(a).

“Purchaser” shall mean MyECheck, Inc., a Wyoming corporation.

“Purchaser’s Disclosure Schedule” shall have the meaning specified in Article V.

“Purchaser Parties” shall have the meaning specified in Section 9.2(a).

“Real Property” shall have the meaning specified in Section 3.20(b).

“Real Property Leases” means all leases, subleases, licenses, concessions and other agreements or Contracts (written or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which the Companies holds any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of either Company.

“Representatives” shall mean officers, directors, employees, attorneys, accountants, advisors, agents, distributors, licensees, shareholders, subsidiaries and lenders of a Party. In addition, all Affiliates of Seller shall be deemed to be “Representatives” of Seller.

“Resolutions” shall have the meaning specified in Section 3.2(a).

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Seller” shall mean Seergate Ltd., a company of Israel.

“Seller’s Disclosure Schedule” shall have the meaning specified in Article III.

“Seller’s Indemnification Cap” shall have the meaning specified in Section 9.4(b).

“Specified Reps” shall have the meaning specified in Section 9.1(a).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation).

“Survival Period” shall have the meaning specified in Section 9.1(a).

“Tax” (and, with correlative meaning, “Taxes”) shall mean (a) any federal, state, local or foreign income, alternative or add-on minimum income, ad valorem, business license, capital, custom, disability, documentary, employment, environmental, excise, franchise, gains, gross income, gross receipts, import, license, occupation, payroll, personal property, premium, profits, property transfer, real property, recording, registration, sales, services, severance, social security, stamp, transfer, unemployment, unemployment insurance, use, value added, wage, windfall profit or withholding tax, custom, duty, levy or other governmental assessment, charge or fee in the nature of a tax (whether payable directly or by withholding); (b) any liability for Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; and (c) any estimated Tax, interest, fines, penalties or additions to Tax with respect to amounts referred to in clauses (a) or (b) hereof.

“Tax Return” shall mean any return, report, estimate, declaration of estimated tax, claim for refund, information statement or other document relating to, or required to be filed in connection with, any Taxes, including information returns or reports with respect to backup withholding and other payments to third parties.

“Technology” shall mean, collectively, all technology, formulae, recipes, specifications (including information regarding materials, ingredients, tools, apparatus, sources, vendors), procedures, processes, methods, techniques, ideas, creations, inventions and discoveries (whether patentable or unpatentable and whether or not reduced to practice), improvements, know-how, research and development, technical data, designs, models, algorithms, subroutines, Software, works of authorship, copyrightable subject matter, and other similar materials, recordings, graphs, drawings, reports, analyses, and other writings, confidential or proprietary information, and general intangibles of like nature, and all tangible embodiments of the foregoing, in any form whether or not specifically listed herein.

“Trademarks” shall mean all trademarks, service marks, trade names, service names, brand names, trade dress, logos, designs, artwork or variants thereof, promotional materials, Internet domain names, IP addresses, email addresses, fictitious and other business names, personal names, identities, privacy rights, and general intangibles of like nature, together with the goodwill associated with any of the foregoing, and all applications, ITU Applications, registrations and renewals thereof.

“Trade Secrets” shall mean any trade secrets or similar forms of protection for confidential or proprietary information.

“Transaction” shall mean, collectively, the transactions contemplated by this Agreement.

“Transaction Agreements” shall mean this Agreement, the Restricted Stock Purchase Agreement and all other agreements, certificates, instruments, documents and writings delivered by Purchaser, either Company and/or Seller in connection with the Transaction.

“Workers” shall have the meaning set forth in Section 3.13(a).

---

Dates Referenced Herein

This ‘10-12G/A’ Filing		Date		Other Filings
		7/1/15		None on these Dates
Filed on:		5/21/15
		5/5/15
		2/28/15
		12/31/14
		12/31/13
		12/31/12
		1/1/09
				List all Filings

↑Top

---

Filing Submission 0001144204-15-032740   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Fri., May 3, 11:49:52.2am ET